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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/22/24 Nasdaq, Inc. 8-K:8,9 3/22/24 12:216K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 32K 2: EX-5.1 Opinion of Counsel re: Legality HTML 12K 7: R1 Document and Entity Information HTML 58K 9: XML IDEA XML File -- Filing Summary XML 12K 12: XML XBRL Instance -- d818003d8k_htm XML 28K 8: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 4: EX-101.DEF XBRL Definitions -- ndaq-20240322_def XML 44K 5: EX-101.LAB XBRL Labels -- ndaq-20240322_lab XML 73K 6: EX-101.PRE XBRL Presentations -- ndaq-20240322_pre XML 45K 3: EX-101.SCH XBRL Schema -- ndaq-20240322 XSD 18K 10: JSON XBRL Instance as JSON Data -- MetaLinks 15± 23K 11: ZIP XBRL Zipped Folder -- 0001193125-24-075204-xbrl Zip 20K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i March 22, 2024
i Nasdaq, Inc.
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-38855 | i 52-1165937 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| i 151 W. 42nd Street, i New York, i New York |
i 10036 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: +1 i 212 i 401 8700
No change since last report
(Former Name or Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
| i Common Stock, $0.01 par value per share | i NDAQ | i The Nasdaq Stock Market | ||
| i 4.500% Senior Notes due 2032 | i NDAQ32 | i The Nasdaq Stock Market | ||
| i 0.900% Senior Notes due 2033 | i NDAQ33 | i The Nasdaq Stock Market | ||
| i 0.875% Senior Notes due 2030 | i NDAQ30 | i The Nasdaq Stock Market | ||
| i 1.75% Senior Notes due 2029 | i NDAQ29 | i The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On March 22, 2024, Nasdaq, Inc. (the “Company”) and Borse Dubai Limited (the “Selling Stockholder”) completed the previously announced public offering of 31,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”) held by the Selling Stockholder, pursuant to an underwriting agreement with Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, acting as representatives of the several underwriters named therein, dated March 19, 2024. The Company did not receive any proceeds from the sale of Shares in the offering.
The Shares were offered and sold in a public offering registered under the Securities Act of 1933, as amended, pursuant to the Company’s automatic shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”), which was effective upon filing (Registration No. 333-255666) and were offered pursuant to a prospectus supplement, dated March 19, 2024, and a base prospectus, dated April 30, 2021, filed by the Company with the SEC pursuant to Rule 424(b) under the Securities Act.
The opinion of Wachtell, Lipton Rosen & Katz as to the validity of the Shares is being filed with this Current Report on Form 8-K and is incorporated by reference into the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of this Current Report on Form 8-K:
| Exhibit No. | Exhibit Description | |
| 5.1 | Opinion of Wachtell, Lipton, Rosen & Katz, dated March 22, 2024. | |
| 23.1 | Consent of Wachtell, Lipton, Rosen & Katz, dated March 22, 2024 (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
-2-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: March 22, 2024 | NASDAQ, INC. | |||||
| By: | /s/ John A. Zecca | |||||
| Name: John A. Zecca | ||||||
| Title: Executive Vice President and Chief Legal Officer | ||||||
-3-
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 3/22/24 | |||
| 3/19/24 | 424B7, 8-K, FWP | |||
| 4/30/21 | S-3ASR | |||
| List all Filings | ||||